UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
FOR QUARTERLY REPORTS UNDER SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the Quarter Ended August 31, 2007
Commission file number - 1-10635
NIKE, Inc.
(Exact name of registrant as specified in its charter)
OREGON 93-0584541
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Bowerman Drive, Beaverton, Oregon 97005-6453
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (503) 671-6453
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No .
___ ___
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.
Large accelerated filer X Accelerated filer Non-accelerated filer
___ ___ ___
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes No X .
___ ___
Common Stock shares outstanding as of August 31, 2007 were:
_______________
Class A 107,510,250
Class B 391,230,757
_______________
498,741,007
===============
PART 1 - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
NIKE, Inc.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
August 31, May 31,
2007 2007
________ ________
(in millions)
ASSETS
Current assets:
Cash and equivalents $1,973.9 $1,856.7
Short-term investments 817.4 990.3
Accounts receivable, net 2,774.1 2,494.7
Inventories (Note 2) 2,154.9 2,121.9
Deferred income taxes 220.3 219.7
Prepaid expenses and other current assets 400.9 393.2
_________ _________
Total current assets 8,341.5 8,076.5
Property, plant and equipment 3,732.5 3,619.1
Less accumulated depreciation 2,014.9 1,940.8
_________ _________
Property, plant and equipment, net 1,717.6 1,678.3
Identifiable intangible assets, net (Note 3) 409.5 409.9
Goodwill (Note 3) 130.8 130.8
Deferred income taxes and other assets 414.1 392.8
_________ _________
Total assets $11,013.5 $10,688.3
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 5.8 $ 30.5
Notes payable 140.2 100.8
Accounts payable 971.5 1,040.3
Accrued liabilities (Note 4) 1,313.9 1,303.4
Income taxes payable (Note 5) 184.0 109.0
_________ _________
Total current liabilities 2,615.4 2,584.0
Long-term debt 420.9 409.9
Deferred income taxes and other liabilities (Note 5) 622.3 668.7
Commitments and contingencies (Note 10) -- --
Redeemable preferred stock 0.3 0.3
Shareholders' equity:
Common stock at stated value:
Class A convertible-107.5 and
117.6 million shares outstanding 0.1 0.1
Class B-391.2 and 384.1 million shares
outstanding 2.7 2.7
Capital in excess of stated value 2,130.0 1,960.0
Accumulated other comprehensive income (Note 6) 204.2 177.4
Retained earnings 5,017.6 4,885.2
_________ _________
Total shareholders' equity 7,354.6 7,025.4
_________ _________
Total liabilities and shareholders' equity $11,013.5 $10,688.3
========= =========
The accompanying Notes to Unaudited Condensed Consolidated Financial
Statements are an integral part of this statement.
NIKE, Inc.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended
August 31,
____________________
2007 2006
____ ____
(in millions, except per share data)
Revenues $4,655.1 $4,194.1
Cost of sales 2,568.1 2,344.9
_________ _________
Gross margin 2,087.0 1,849.2
Selling and administrative expense 1,434.7 1,289.7
Interest income, net (24.6) (13.1)
Other expense (income), net 6.6 (3.2)
_________ _________
Income before income taxes 670.3 575.8
Income taxes (Note 5) 100.6 198.6
_________ _________
Net income $ 569.7 $ 377.2
========= =========
Basic earnings per common share (Note 8) $ 1.14 $ 0.75
========= =========
Diluted earnings per common share (Note 8) $ 1.12 $ 0.74
========= =========
Dividends declared per common share $ 0.185 $ 0.155
========= =========
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements
are an integral part of this statement.
NIKE, Inc.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
August 31,
_____________________
2007 2006
____ ____
(in millions)
Cash provided (used) by operations:
Net income $ 569.7 $ 377.2
Income charges (credits) not affecting cash:
Depreciation 70.0 66.9
Deferred income taxes (104.8) (1.9)
Stock-based compensation (Note 7) 63.8 62.5
Amortization and other 1.6 14.3
Changes in certain working capital components and other
assets and liabilities:
Increase in accounts receivable (257.3) (164.3)
Increase in inventories (20.0) (73.9)
Increase in prepaid expenses
and other assets (1.9) (47.9)
Decrease in accounts payable, accrued
liabilities and income taxes payable (1.6) (1.1)
_________ ________
Cash provided by operations 319.5 231.8
_________ ________
Cash provided (used) by investing activities:
Purchases of investments (155.9) (300.0)
Maturities of investments 337.4 961.8
Additions to property, plant and
equipment (91.8) (72.3)
Proceeds from the sale of property, plant and
equipment 0.2 0.1
Increase in other assets and liabilities, net (1.2) (5.5)
_________ ________
Cash provided by investing activities 88.7 584.1
_________ ________
Cash provided (used) by financing activities:
Reductions in long-term debt,
including current portion (26.4) (251.4)
Increase in notes payable 38.3 16.5
Proceeds from exercise of stock options and
other stock issuances 96.7 30.1
Excess tax benefits from share-based payment
arrangements 14.9 5.1
Repurchase of common stock (318.3) (472.9)
Dividends on common stock (92.8) (79.3)
_________ ________
Cash used by financing activities (287.6) (751.9)
_________ ________
Effect of exchange rate changes on cash (3.4) 12.5
_________ ________
Net increase in cash and equivalents 117.2 76.5
Cash and equivalents, beginning of period 1,856.7 954.2
_________ ________
Cash and equivalents, end of period $1,973.9 $1,030.7
========= =========
Supplemental disclosure of cash flow information:
Dividends declared and not paid $ 92.3 $ 78.2
The accompanying Notes to Unaudited Condensed Consolidated Financial
Statements are an integral part of this statement.
NIKE, Inc.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - Summary of Significant Accounting Policies:
__________________________________________
Basis of presentation:
The accompanying unaudited condensed consolidated financial statements
reflect all adjustments (consisting of normal recurring accruals) which
are, in the opinion of management, necessary for a fair statement of the
results of operations for the interim period. The year-end condensed
consolidated balance sheet data as of May 31, 2007 was derived from audited
financial statements, but does not include all disclosures required by
accounting principles generally accepted in the United States of America. The
interim financial information and notes thereto should be read in conjunction
with the Company's latest Annual Report on Form 10-K. The results of
operations for the three months ended August 31, 2007 are not necessarily
indicative of results to be expected for the entire year.
On February 15, 2007 the Board of Directors declared a two-for-one
stock split of the Company's Class A and Class B common shares, which was
effected in the form of a 100% common stock dividend distributed on April 2,
2007. All references in the accompanying consolidated financial statements to
share and per share amounts have been retroactively restated to reflect the
two-for-one stock split.
Recently Adopted Accounting Standards:
In June 2006, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN
48"). FIN 48 clarifies the accounting for uncertainty in income taxes
recognized in the Company's financial statements in accordance with FASB
Statement No. 109, "Accounting for Income Taxes." The Company adopted the
provisions of FIN 48 on June 1, 2007. See Note 5 for further discussion.
In June 2006, the FASB ratified the consensus reached on Emerging Issues
Task Force ("EITF") Issue No. 06-2, "Accounting for Sabbatical Leave and Other
Similar Benefits Pursuant to FASB Statement No. 43" ("EITF 06-2"). EITF 06-2
clarifies recognition guidance on the accrual of employees' rights to
compensated absences under a sabbatical or other similar benefit arrangement.
The adoption of EITF 06-2 on June 1, 2007 did not have a material impact on
the Company's consolidated financial position, results of operations or cash
flows.
Recently Issued Accounting Standards:
In September 2006, the FASB issued Statement of Financial Accounting
Standard ("SFAS") No. 157, "Fair Value Measurements" ("FAS 157"). FAS 157
defines fair value, establishes a framework for measuring fair value in
accordance with generally accepted accounting principles, and expands
disclosures about fair value measurements. The provisions of FAS 157 are
effective for the fiscal year beginning June 1, 2008. The Company is
currently evaluating the impact of the provisions of FAS 157.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities including an Amendment of FASB
Statement No. 115" ("FAS 159"). FAS 159 permits entities to choose to measure
many financial instruments and certain other items at fair value. The
provisions of FAS 159 are effective for the fiscal year beginning June 1,
2008. The Company is currently evaluating the impact of the provisions of FAS
159.
NOTE 2 - Inventories:
___________
Inventory balances of $2,154.9 million and $2,121.9 million at August
31, 2007 and May 31, 2007, respectively, were substantially all finished
goods.
NOTE 3 - Identifiable Intangible Assets and Goodwill:
___________________________________________
The following table summarizes the Company's identifiable intangible
assets and goodwill balances as of August 31, 2007 and May 31, 2007:
August 31, 2007 May 31, 2007
______________________ ______________________
Gross Net Gross Net
Carrying Accumulated Carrying Carrying Accumulated Carrying
Amount Amortization Amount Amount Amortization Amount
________ ____________ ________ ________ ____________ ________
(in millions)
Amortized intangible assets:
Patents $ 45.8 $ (13.1) $ 32.7 $ 44.1 $ (12.3) $ 31.8
Trademarks 50.3 (18.9) 31.4 49.8 (17.5) 32.3
Other 21.6 (17.7) 3.9 21.6 (17.3) 4.3
________ ________ ________ ________ ________ ________
Total $ 117.7 $ (49.7) $ 68.0 $ 115.5 $ (47.1) $ 68.4
======== ======== ======== ========
Unamortized intangible assets - Trademarks $ 341.5 $ 341.5
________ ________
Identifiable intangible assets, net $ 409.5 $ 409.9
======== ========
Goodwill $ 130.8 $ 130.8
======== ========
Amortization expense, which is included in selling and administrative
expense, was $2.7 million and $2.5 million for the three-month periods ended
August 31, 2007 and 2006, respectively. The estimated amortization expense for
intangible assets subject to amortization for each of the years ending May 31,
2008 through May 31, 2012 are as follows: 2008: $10.0 million; 2009: $9.4
million; 2010: $8.9 million; 2011: $8.4 million; 2012: $7.7 million.
NOTE 4 - Accrued Liabilities:
___________________
Accrued liabilities include the following:
August 31, 2007 May 31, 2007
_______________ ____________
(in millions)
Compensation and benefits, excluding taxes $308.4 $451.6
Taxes other than income taxes 191.3 133.4
Endorser compensation 163.4 139.9
Advertising and marketing 115.2 70.6
Fair value of derivatives 95.2 90.5
Dividends payable 92.3 92.9
Import and logistics costs 84.8 81.4
Other1 263.3 243.1
_________ _________
Total accrued liabilities $1,313.9 $1,303.4
========= =========
1 Other consists of various accrued expenses and no individual item accounted
for more than $50 million of the balance at August 31, 2007 and May 31, 2007.
NOTE 5 - Income Taxes:
____________
The effective tax rate for the three months ended August 31, 2007 was
15.0%. Over the last few years, several international entities generated
losses for which the Company did not recognize offsetting tax benefits because
the realization of those benefits was uncertain. The necessary steps to
realize these benefits have now been taken resulting in a one-time reduction
of the effective tax rate for the three months ended August 31, 2007 of 15.6
percentage points. Also reflected in the effective tax rate for the three
months ended August 31, 2007 is a reduction in our on-going effective tax rate
resulting from our operations outside of the United States; our tax rates on
these operations are generally lower than the U.S. statutory rate.
The Company adopted FIN 48 effective June 1, 2007. Upon adoption, the
Company recognized an additional long-term liability of $89.4 million for
unrecognized tax benefits, $15.6 million of which was recorded as a reduction
to the Company's beginning retained earnings, and the remaining $73.8 million
was recorded as a reduction to the Company's noncurrent deferred tax
liability. In addition, the Company reclassified $12.2 million of unrecognized
tax benefits from income taxes payable to other long term liabilities in
conjunction with the adoption of FIN 48.
At the adoption date of June 1, 2007, the Company had $135.0 million of
total unrecognized tax benefits, including related interest and penalties,
$52.0 million of which would affect the Company's effective tax rate if
recognized in future periods. As of August 31, 2007, there have been no
material changes to the amount of unrecognized tax benefits. The Company does
not anticipate that total unrecognized tax benefits will change significantly
within the next 12 months.
The Company is subject to taxation primarily in the U.S., China and the
Netherlands as well as various state and other foreign jurisdictions. The
Company has concluded substantially all U.S. federal income tax matters
through fiscal year 2004. The Company is currently under audit by the Internal
Revenue Service for the 2005 and 2006 tax years. The Company's major foreign
jurisdictions, China and the Netherlands, have concluded substantially all
income tax matters through calendar 1996 and fiscal 2001, respectively. The
Company may resolve some or all of the issues related to tax matters and make
payments to settle agreed upon liabilities. We do not anticipate that total
gross unrecognized tax benefits will significantly change as a result of full
or partial settlement of audits or the expiration of statutes of limitations
within the next 12 months.
The Company recognizes interest and penalties related to income tax
matters in income tax expense. Upon adoption at June 1, 2007, the Company had
$32.0 million accrued for interest and penalties related to uncertain tax
positions. The liability for payment of interest and penalties did not
significantly change during the three months ended August 31, 2007.
NOTE 6 - Comprehensive Income:
____________________
Comprehensive income, net of taxes, is as follows:
Three Months Ended
August 31,
_____________________
2007 2006
____ ____
(in millions)
Net income $569.7 $377.2
Other comprehensive income:
Change in cumulative translation
adjustment and other 25.8 (2.0)
Changes due to cash flow hedging
instruments:
Net (loss) gain on hedge derivatives (13.2) 19.0
Reclassification to net income of
previously deferred losses and (gains)
related to hedge derivative instruments 14.2 (1.7)
_______ _______
Other comprehensive income 26.8 15.3
_______ _______
Total comprehensive income $596.5 $392.5
======= =======
NOTE 7 - Stock-Based Compensation
________________________
A committee of the Board of Directors grants stock options and restricted
stock under the NIKE, Inc. 1990 Stock Incentive Plan (the "1990 Plan"). The
committee has granted substantially all stock options at 100% of the market
price on the date of grant. Substantially all stock option grants outstanding
under the 1990 Plan were granted in the first quarter of each fiscal year,
vest ratably over four years, and expire 10 years from the date of grant. In
addition to the 1990 Plan, the Company gives employees the right to purchase
shares at a discount to the market price under employee stock purchase plans
("ESPPs").
The Company accounts for stock-based compensation in accordance with SFAS
No. 123R "Share-Based Payment" ("FAS 123R"). Under FAS 123R, the Company
estimates the fair value of options granted under the 1990 Plan and employees'
purchase rights under the ESPPs using the Black-Scholes option pricing model.
The Company recognizes this fair value as selling and administrative expense
over the vesting period using the straight-line method.
The following table summarizes the Company's total stock-based
compensation expense:
Three Months Ended
August 31,
____________________
2007 2006
____ ____
(in millions)
Stock options1 $60.7 $59.5
ESPPs 1.6 1.8
Restricted stock 1.5 1.2
______ ______
Total stock-based compensation expense $63.8 $62.5
====== ======
1 In accordance with FAS 123R, expense related to stock options reported
during the three months ended August 31, 2007 and 2006, includes $38.5 and
$33.9 million, respectively, of accelerated stock option expense recorded for
employees eligible for accelerated stock option vesting upon retirement.
Because the Company usually grants the majority of stock options in a single
grant in the first three months of each fiscal year, under FAS 123R,
accelerated vesting will normally result in higher expense in the first three
months of the fiscal year.
As of August 31, 2007, the Company had $159.2 million of unrecognized
compensation costs from stock options, net of estimated forfeitures, to be
recognized as selling and administrative expense over a weighted average
period of 2.6 years.
The weighted average fair value per share of the options granted during
the three months ended August 31, 2007 and 2006 as computed using the Black-
Scholes pricing model was $13.87 and $8.77, respectively. The weighted
average assumptions used to estimate these fair values are as follows:
Three Months Ended
August 31,
____________________
2007 2006
____ ____
Dividend yield 1.4% 1.6%
Expected volatility 20.4% 18.7%
Weighted-average expected life (in years) 5.0 5.0
Risk-free interest rate 4.9% 5.0%
Expected volatility is estimated based on the implied volatility in
market traded options on the Company's common stock with a term greater than
one year, along with other factors. The weighted average expected life of
options is based on an analysis of historical and expected future exercise
patterns. The interest rate is based on the U.S. Treasury (constant maturity)
risk-free rate in effect at the date of grant for periods corresponding with
the expected term of the options.
NOTE 8 - Earnings Per Common Share:
_________________________
The following represents a reconciliation from basic earnings per share
to diluted earnings per share. Options to purchase an additional 6.8 million
and 30.8 million shares of common stock were outstanding at August 31, 2007
and 2006, respectively, but were not included in the computation of diluted
earnings per share because the options were antidilutive.
Three Months Ended
August 31,
_____________________
2007 2006
____ ____
(in millions, except per share data)
Determination of shares:
Weighted average common shares
outstanding 499.4 505.4
Assumed conversion of
dilutive stock options
and awards 7.9 6.6
_______ _______
Diluted weighted average common
shares outstanding 507.3 512.0
======= =======
Basic earnings per common share $ 1.14 $ 0.75
======= =======
Diluted earnings per common share $ 1.12 $ 0.74
======= =======
NOTE 9 - Operating Segments:
__________________
The Company's operating segments are evidence of the structure of the
Company's internal organization. The major segments are defined by geographic
regions for operations participating in NIKE brand sales activity excluding
NIKE Golf and NIKE Bauer Hockey. Each NIKE brand geographic segment operates
predominantly in one industry: the design, production, marketing and selling
of sports and fitness footwear, apparel, and equipment. The "Other" category
shown below represents activities of Cole Haan Holdings Incorporated, Converse
Inc., Exeter Brands Group LLC, Hurley International LLC, NIKE Bauer Hockey
Corp., and NIKE Golf, which are considered immaterial for individual disclosure
based on the aggregation criteria in SFAS No. 131 "Disclosures about Segments
of an Enterprise and Related Information."
Where applicable, "Corporate" represents items necessary to reconcile to
the consolidated financial statements, which generally include corporate
activity and corporate eliminations.
Net revenues, as shown below, represent sales to external customers for
each segment. Intercompany revenues have been eliminated and are immaterial
for separate disclosure. The Company evaluates performance of individual
operating segments based on pre-tax income. On a consolidated basis, this
amount represents income before income taxes as shown in the Unaudited
Condensed Consolidated Statements of Income. Reconciling items for pre-tax
income represent corporate costs that are not allocated to the operating
segments for management reporting including corporate activity, stock-based
compensation expense, certain currency exchange rate gains and losses on
transactions, and intercompany eliminations for specific income statement
items in the Unaudited Condensed Consolidated Statements of Income.
Accounts receivable, net, inventories, and property, plant and equipment,
net for operating segments are regularly reviewed and therefore provided
below.
Three Months Ended
August 31,
__________________
2007 2006
_____ _____
(in millions)
Net Revenue
U.S. $1,638.4 $1,601.9
EUROPE, MIDDLE EAST, AFRICA 1,477.7 1,270.9
ASIA PACIFIC 630.8 518.4
AMERICAS 279.5 242.5
OTHER 628.7 560.4
_________ _________
$4,655.1 $4,194.1
========= =========
Pre-tax Income
U.S. $ 347.3 $ 355.7
EUROPE, MIDDLE EAST, AFRICA 375.5 310.6
ASIA PACIFIC 159.5 104.9
AMERICAS 57.9 49.7
OTHER 95.2 87.4
CORPORATE (365.1) (332.5)
_________ _________
$ 670.3 $ 575.8
========= =========
Aug. 31, May 31,
2007 2007
_________ _________
(in millions)
Accounts receivable, net
U.S. $ 824.2 $ 806.8
EUROPE, MIDDLE EAST, AFRICA 935.0 739.1
ASIA PACIFIC 328.4 296.6
AMERICAS 208.7 184.1
OTHER 422.8 404.9
CORPORATE 55.0 63.2
_________ _________
$2,774.1 $2,494.7
========= =========
Inventories
U.S. $ 780.1 $ 796.0
EUROPE, MIDDLE EAST, AFRICA 557.4 554.5
ASIA PACIFIC 237.5 214.1
AMERICAS 148.8 132.0
OTHER 379.0 378.7
CORPORATE 52.1 46.6
_________ _________
$2,154.9 $2,121.9
========= =========
Property, plant and equipment, net
U.S. $ 246.8 $ 232.7
EUROPE, MIDDLE EAST, AFRICA 326.4 325.4
ASIA PACIFIC 343.0 326.1
AMERICAS 17.0 16.9
OTHER 110.0 103.6
CORPORATE 674.4 673.6
_________ _________
$1,717.6 $1,678.3
========= =========
NOTE 10 - Commitments and Contingencies:
_____________________________
At August 31, 2007, the Company had letters of credit outstanding
totaling $151.9 million. These letters of credit were issued primarily for
the purchase of inventory.
There have been no other significant subsequent developments relating to
the commitments and contingencies reported on the Company's latest Annual
Report on Form 10-K.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Overview
In the first quarter of fiscal 2008, our revenues grew 11% to $4.7
billion, net income grew 51% to $569.7 million and we delivered diluted
earnings per share of $1.12, a 51% increase compared to the first quarter of
fiscal 2007.
First quarter results were positively affected by a reduction in our
effective tax rate, from 34.5% in the first quarter of fiscal 2007, to 15.0%
in the first quarter of fiscal 2008. The reduction in the effective tax rate,
which contributed approximately $0.20 to diluted earnings per share, primarily
reflects a one-time benefit related to the utilization of a tax benefit
associated with past foreign losses. Net income for the quarter was also
positively affected by improved gross margins, which grew 70 basis points
compared to the first quarter of fiscal 2007, driven primarily by revenue
growth in our high margin businesses and by currency changes.
Results of Operations
Three Months Ended
August 31,
___________________
%
2007 2006 change
______ ______ ________
(dollars in millions, except per share data)
Revenues $4,655.1 $4,194.1 11%
Cost of sales 2,568.1 2,344.9 10%
Gross margin 2,087.0 1,849.2 13%
Gross margin % 44.8% 44.1%
Selling and administrative 1,434.7 1,289.7 11%
% of revenue 30.8% 30.8%
Income before income taxes 670.3 575.8 16%
Net income 569.7 377.2 51%
Diluted earnings per share $ 1.12 $ 0.74 51%
Consolidated Operating Results
Revenues
Three Months Ended
August 31,
___________________
%
2007 2006 change
______ ______ ________
(dollars in millions)
Revenues $4,655.1 $4,194.1 11%
During the first quarter of fiscal 2008, changes in foreign currency
exchange rates contributed 3 percentage points of consolidated revenue growth.
All three of our product groups, all four of our geographic regions, and our
businesses reported in "Other" delivered revenue growth. Excluding the effects
of changes in currency exchange rates, our international regions contributed
nearly 6 percentage points of the consolidated revenue growth for the quarter.
Our Other businesses, comprised primarily of results from Cole Haan Holdings
Incorporated, Converse Inc., Exeter Brands Group LLC, Hurley International
LLC, NIKE Bauer Hockey Corp., and NIKE Golf, and the US Region, contributed
the balance of revenue growth.
By product group, our NIKE brand footwear business reported revenue growth
of 11% and contributed $245 million of incremental revenue for the first
quarter of fiscal 2008. Our NIKE brand equipment and apparel businesses grew
11% and 9%, respectively, during the first quarter of fiscal 2008, and
combined, added $147 million of incremental revenue.
Gross Margin
Three Months Ended
August 31,
___________________
%
2007 2006 change
______ ______ _______
(dollars in millions)
Gross margin $2,087.0 $1,849.2 13%
Gross margin % 44.8% 44.1% 70 bps
For the first quarter of fiscal 2008, the primary factors contributing to
the change in gross margins versus the prior year's first quarter were as
follows:
(1) Improved gross margins in our high margin businesses, most notably in
the Asia Pacific Region, driven by higher in-line gross pricing
margins, margin improvement on closeout product resulting from
reduced closeout inventories and a more favorable closeout mix,
combined with reduced warehousing costs; and
(2) Favorable foreign exchange hedge results relative to the same period
in the prior year, most notably in the Europe, Middle East and
Africa ("EMEA") Region; offset by
(3) Higher sales discounts and lower margins on closeout product sales,
most notably in the U.S. region.
Selling and Administrative Expense
Three Months Ended
August 31,
___________________
%
2007 2006 change
______ ______ ________
(dollars in millions)
Operating overhead expense 881.6 787.7 12%
Demand creation expense1 553.1 502.0 10%
________ _________
Selling and administrative
Expense $1,434.7 $1,289.7 11%
% of revenues 30.8% 30.8% 0 bps
1 Demand creation consists of advertising and promotion expenses, including
costs of endorsement contracts.
In the first quarter of 2008, currency exchange rates increased selling
and administrative expense by 2 percentage points versus the prior year's first
quarter.
Excluding changes in exchange rates, operating overhead increased 10%
during the first quarter of fiscal 2008 versus the comparable prior year
period. This increase was primarily attributable to investments in growth
drivers such as NIKE-owned retail and non-NIKE brands, the timing of
contributions to the NIKE Foundation, and normal wage inflation and performance
based compensation.
On a constant-currency basis, demand creation expense increased 7% during
the first quarter of fiscal 2008 compared to the same period in the prior year.
The increase was primarily attributable to higher spending on sports marketing
and internet digital demand creation, most notably the LeBron and Zoom
advertising campaigns.
For the year, we expect selling and administrative expenses to grow
slightly faster than revenue, as we accelerate retail development and continue
to invest in demand creation and infrastructure to drive growth in our core
product lines.
Other Expense (Income), net
Three Months Ended
August 31,
___________________
%
2007 2006 change
______ ______ ________
(dollars in millions)
Other expense (income), net $ 6.6 $(3.2) (306)%
Other expense (income), net is comprised substantially of gains and
losses associated with the conversion of non-functional currency receivables
and payables, the re-measurement of foreign currency derivative instruments,
disposals of fixed assets, as well as other unusual or non-recurring
transactions that are outside the normal course of business.
For the first quarter of fiscal 2008, Other expense (income), net was
primarily comprised of foreign currency hedge losses. In the prior year's
first quarter, the most significant components of Other expense (income), net
were the favorable settlement of the Converse arbitration, offset by foreign
currency hedge losses.
Foreign currency hedge gains and losses reported in Other expense
(income), net are reflected in the Corporate line and the Converse arbitration
settlement, which occurred in the first quarter of fiscal 2007, is reflected
in the Other line in our segment presentation of pre-tax income in the Notes
to Unaudited Condensed Consolidated Financial Statements (Note 9 - Operating
Segments).
In the first quarter of fiscal 2008, we estimate that the combination of
reduced currency hedge losses and the favorable translation of foreign
currency-denominated profits from our international businesses, increased
pre-tax income by approximately $33 million versus the prior year quarter.
Income Taxes
Three Months Ended
August 31,
___________________
2007 2006 change
______ ______ ________
Effective tax rate 15.0% 34.5% (1950) bps
Over the last few years, several of our international entities generated
losses for which we did not recognize the corresponding tax benefits, as the
realization of those benefits was uncertain. In the first quarter of fiscal
2008, we took the steps necessary to realize these benefits, resulting in a
one-time tax benefit that contributed approximately $0.20 to diluted earnings
per share. Also reflected in the effective tax rate improvement versus the
prior year was a reduction in our on-going effective tax rate resulting from
our operations outside of the United States, as our tax rates on these
operations are generally lower than the U.S. statutory rate. We estimate that
our ongoing effective tax rate for the remainder of the fiscal year will be
approximately 30.6%
Futures Orders
Worldwide futures and advance orders for our footwear and apparel,
scheduled for delivery from September 2007 through January 2008, were over 11%
higher than such orders reported for the comparable period of fiscal 2007.
This futures growth rate is calculated based upon our forecasts of the actual
exchange rates under which our revenues will be translated during this period,
which approximate current spot rates. The net effect of changes in foreign
currency exchange rates contributed approximately 1 percentage point to
futures growth versus the same period in the prior year. Excluding this
currency impact, unit sales volume increases for both footwear and apparel
drove the growth in overall futures and advance orders. The reported futures
and advance orders growth is not necessarily indicative of our expectation of
revenue growth during this period. This is due to year-over-year changes
in shipment timing, and because the mix of orders can shift between
advance/futures and at-once orders. In addition, exchange rate fluctuations as
well as differing levels of order cancellations and discounts can cause
differences in the comparisons between advance/futures orders and actual
revenues. Moreover, a significant portion of our revenue is not derived from
futures and advance orders, including at-once and closeout sales of NIKE
footwear and apparel, wholesale sales of equipment, Cole Haan, Converse,
Exeter Brands Group, Hurley, NIKE Bauer Hockey, NIKE Golf and retail
sales across all brands.
Operating Segments
The breakdown of revenues is as follows:
Three Months Ended
August 31,
___________________
%
2007 2006 change
______ ______ _______
(dollars in millions)
U.S. REGION
FOOTWEAR $1,119.9 $1,079.1 4%
APPAREL 428.0 431.5 (1)%
EQUIPMENT 90.5 91.3 (1)%
________ ________
TOTAL U.S. 1,638.4 1,601.9 2%
EMEA REGION
FOOTWEAR 791.9 679.5 17%
APPAREL 567.0 487.0 16%
EQUIPMENT 118.8 104.4 14%
________ ________
TOTAL EMEA 1,477.7 1,270.9 16%
ASIA PACIFIC REGION
FOOTWEAR 332.1 266.0 25%
APPAREL 240.5 200.9 20%
EQUIPMENT 58.2 51.5 13%
________ ________
TOTAL ASIA PACIFIC 630.8 518.4 22%
AMERICAS REGION
FOOTWEAR 198.4 172.3 15%
APPAREL 58.3 51.2 14%
EQUIPMENT 22.8 19.0 20%
________ ________
TOTAL AMERICAS 279.5 242.5 15%
________ ________
TOTAL NIKE BRAND REVENUES 4,026.4 3,633.7 11%
OTHER 628.7 560.4 12%
________ ________
TOTAL NIKE, INC. REVENUES $4,655.1 $4,194.1 11%
======== ========
The breakdown of income before income taxes ("pre-tax income") follows:
Three Months Ended
August 31,
___________________
%
2007 2006 change
______ ______ ________
(dollars in millions)
U.S. Region $ 347.3 $ 355.7 (2)%
EMEA Region 375.5 310.6 21%
Asia Pacific Region 159.5 104.9 52%
Americas Region 57.9 49.7 16%
Other 95.2 87.4 9%
Corporate (365.1) (332.5) (10)%
________ ________
Total pre-tax income $ 670.3 $ 575.8 16%
The following discussion includes disclosure of pre-tax income for
our operating segments. We have reported pre-tax income for each of our
operating segments in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 131, "Disclosures about Segments of an Enterprise
and Related Information." As discussed in Note 9 - Operating Segments in the
accompanying Notes to Unaudited Condensed Consolidated Financial Statements,
certain corporate costs are not included in pre-tax income of our operating
segments.
U.S. Region
Three Months Ended
August 31,
___________________
%
2007 2006 change
______ ______ ________
(dollars in millions)
Revenues
Footwear $1,119.9 $1,079.1 4%
Apparel 428.0 431.5 (1)%
Equipment 90.5 91.3 (1)%
_________ _________
Total revenues $1,638.4 $1,601.9 2%
Pre-tax income $ 347.3 $ 355.7 (2)%
For the first quarter of fiscal 2008, the increase in U.S. footwear
revenue was attributable to high-single digit percentage growth in unit
sales, partially offset by a mid-single digit decrease in the average
selling price per pair. The growth in unit sales versus the comparable prior
year period was driven by higher demand for our NIKE brand sport culture and
Brand Jordan products. The decrease in average selling price per pair
compared to the prior year quarter was primarily driven by a shift in mix
from higher priced to lower priced models.
The slight decline in U.S. apparel revenues during the first quarter of
fiscal 2008 reflected stable pricing combined with a slight decrease in unit
sales, as sales of sport culture and Brand Jordan products declined versus
the prior year quarter. These declines were partially offset by increased
unit sales of performance apparel, including NIKE Pro and NIKE Sport
essentials.
Pre-tax income for the U.S. Region was down slightly for the first
quarter of fiscal 2008 versus the comparable prior year period, as lower gross
margins offset the moderate growth in revenues. For the quarter, the gross
margin decline was primarily attributable to higher sales discounts, an
increase in closeout sales, and lower margins on closeout sales versus the
comparable prior year period, partially offset by lower airfreight costs.
EMEA Region
Three Months Ended
August 31,
___________________
%
2007 2006 change
______ ______ ________
(dollars in millions)
Revenues
Footwear $ 791.9 $ 679.5 17%
Apparel 567.0 487.0 16%
Equipment 118.8 104.4 14%
_________ _________
Total revenues $1,477.7 $1,270.9 16%
Pre-tax income $ 375.5 $ 310.6 21%
For the EMEA Region, changes in currency exchange rates contributed 7
percentage points of the revenue growth during the first quarter of fiscal
2008. Excluding changes in currency exchange rates, nearly all markets within
the region increased revenues during the quarter. The U.K. grew 10%, while
the emerging markets in the region grew over 17%, driven by strong results
in Russia and South Africa. Increases in NIKE Retail and Northern Europe also
contributed significantly to the revenue growth.
Excluding changes in exchange rates, footwear revenues increased 9
percentage points during the first quarter of fiscal 2008 compared to the
same period in the prior year. The increase in footwear revenue was
attributable to double-digit percentage growth in unit sales, partially
offset by a decrease in average selling price per pair. The increase in
unit sales was primarily driven by higher demand for our NIKE brand sport
culture and men's sports performance products, including soccer and running
products. The decrease in average selling price per pair resulted from a
shift in product mix from higher priced to lower priced models, most notably
within running and sports culture.
Excluding changes in exchange rates, apparel revenues also grew 9
percentage points during the first quarter of fiscal 2008 compared to the
prior year quarter. The increase versus the prior year quarter was
attributable to increased unit sales of NIKE brand apparel, combined with an
increase in average selling prices.
The increase in EMEA pre-tax income for the first quarter of fiscal
2008 versus the comparable prior year period was driven by higher revenues,
gross margin improvement, due principally to favorable foreign currency
hedge results and improved inventory management, selling and administrative
expense leverage and stronger European currencies.
Asia Pacific Region
Three Months Ended
August 31,
___________________
%
2007 2006 change
______ ______ ________
(dollars in millions)
Revenues
Footwear $ 332.1 $ 266.0 25%
Apparel 240.5 200.9 20%
Equipment 58.2 51.5 13%
_________ _________
Total revenues $ 630.8 $ 518.4 22%
Pre-tax income $ 159.5 $ 104.9 52%
In the Asia Pacific Region, changes in currency exchange rates
contributed 2 percentage points of revenue growth for the first quarter of
fiscal 2008. While the majority of countries within the region reported
double-digit percentage sales increases versus the prior year's first quarter,
China continues to be the primary driver of growth, as revenues increased 50%
on a currency-neutral basis. The revenue growth in China was primarily due to
expansion in both the number of stores selling NIKE products and sales through
existing retail doors. Constant-currency revenue in Japan decreased 5% during
the first quarter of fiscal 2008 versus the comparable prior year period due
to year-over-year changes in the timing of shipments. Despite recent softness
in this market, we continue to see positive signs, as orders received for the
Fall, Holiday and Spring seasons are all up versus the prior year, and we're
experiencing stronger sell-through and lower cancellations.
Footwear revenue growth for the first quarter of fiscal 2008 reflected
increased unit sales, most notably in China and Korea. The increase in apparel
revenue for the quarter was also primarily driven by increased demand in China
and Korea.
The increase in pre-tax income during the first quarter of fiscal 2008
was the result of rapid revenue growth, expanding gross margins, selling and
administrative expense leverage and favorable foreign currency translation.
The gross margin improvement for the quarter was primarily driven by higher
in-line gross pricing margins, margin improvement on closeout product
resulting from reduced closeout inventories, and reduced warehousing costs,
partially offset by higher sales incentives.
Americas Region
Three Months Ended
August 31,
___________________
%
2007 2006 change
______ ______ ________
(dollars in millions)
Revenues
Footwear $ 198.4 $ 172.3 15%
Apparel 58.3 51.2 14%
Equipment 22.8 19.0 20%
_________ _________
Total revenues $ 279.5 $ 242.5 15%
Pre-tax income $ 57.9 $ 49.7 16%
In the Americas Region, changes in currency exchange rates contributed
4 percentage points of revenue growth for the first quarter of fiscal 2008.
Excluding the changes in foreign currency exchange rates, double-digit
percentage revenue growth in most markets within the region, led by
Argentina and Mexico, more than offset softer results in Canada and Brazil.
The increase in pre-tax income for the first quarter of fiscal 2008
versus the comparable prior year period was primarily attributable to higher
revenues and selling and administrative expense leverage, partially offset
by a lower gross margin percentage.
Other Businesses
Three Months Ended
August 31,
___________________
%
2007 2006 change
______ ______ ________
(dollars in millions)
Revenues $ 628.7 $ 560.4 12%
Pre-tax income 95.2 87.4 9%
The increase in Other business revenues for the first quarter of fiscal
2008 versus the comparable prior year period was driven by double-digit
percentage revenue growth at NIKE Bauer Hockey and Converse, which increased
revenues 50% and 29% versus the prior year period, respectively.
During the first quarter of fiscal 2008, growth at NIKE Bauer Hockey
and Converse, combined with margin improvement across nearly all businesses,
contributed to the increase in pre-tax income versus the same period in the
prior year. Pre-tax income for the first quarter of fiscal 2007 includes a
$14.2 million benefit relating to the settlement of an arbitration ruling
involving Converse and a former South American licensee. Excluding this
favorable settlement, first quarter 2008 pre-tax income for our Other
businesses would have increased approximately 27% versus the comparable
prior year period.
Liquidity and Capital Resources
Cash Flow Activity
Cash provided by operations was $319.5 million for the first quarter
of fiscal 2008, compared to $231.8 million for the first quarter of fiscal
2007. Our primary source of operating cash flow for the first quarter of 2008
was net income of $569.7 million offset by an increase in working capital to
support growth in the business. The increase in working capital during the
first quarter of fiscal 2008 was largely due to an increase in accounts
receivable, which was a function of our year-over-year revenue growth, most
notably in our international regions.
Cash provided by investing activities was $88.7 million for the first
quarter of fiscal 2008, compared to $584.1 million for the first quarter of
fiscal 2007. The decrease versus fiscal 2007 was primarily due to lower net
maturities of short-term investments (maturities net of purchases) as we
liquidated more short-term investments for share repurchases in the first
quarter of fiscal 2007 compared to the current year quarter.
Cash used in financing activities was $287.6 million for the first
Quarter of fiscal 2008, compared to $751.9 million used in the first quarter
of fiscal 2007. The fiscal 2007 amount was higher primarily due to a $250
million repayment of corporate bonds and higher share repurchases.
In the first quarter of fiscal 2008, we purchased 5.8 million shares of
NIKE's Class B common stock for $321.5 million. As of the end of the first
quarter of fiscal 2008, we have now repurchased 23.8 million shares for $1.1
billion under the $3 billion program approved by our Board of Directors in
June 2006. We expect to fund share repurchases from operating cash flow,
excess cash, and/or debt. The timing and the amount of shares purchased will
be dictated by our capital needs and stock market conditions.
Dividends declared per share of common stock for the first quarter of
fiscal 2008 were $0.185, compared to $0.155 in the first quarter of fiscal
2007.
Contractual Obligations
There have been no significant changes to the contractual obligations
reported in our Annual Report on Form 10-K as of May 31, 2007 except as
follows:
Upon adoption of Financial Accounting Standards Board ("FASB")
Interpretation No. 48 "Accounting for Uncertainty in Income Taxes" ("FIN 48")
on June 1, 2007, the total long term liability for uncertain tax positions was
$135.0 million. During the first quarter ended August 31, 2007, total
unrecognized tax benefits did not significantly change. We are not able to
reasonably estimate when, or if cash payments of the long-term liability for
uncertain tax positions will occur.
Capital Resources
Our long-term senior unsecured debt ratings remain at A+ and A2 from
Standard and Poor's Corporation and Moody's Investor Services, respectively.
Liquidity is also provided by our commercial paper program, under which
there was no amount outstanding at August 31, 2007 or May 31, 2007. We
currently have short-term debt ratings of A1 and P1 from Standard and Poor's
Corporation and Moody's Investor Services, respectively.
We currently believe that cash generated by operations, together with
access to external sources of funds as described above and in our Annual
Report on Form 10-K for the fiscal year ended May 31, 2007, will be
sufficient to meet our operating and capital needs in the foreseeable
future.
Recently Adopted Accounting Standards
In June 2006, the FASB issued FIN 48, which clarifies the accounting
for uncertainty in income taxes recognized in our financial statements in
accordance with FASB Statement No. 109, "Accounting for Income Taxes." We
adopted the provisions of FIN 48 on June 1, 2007. See Note 5 in the
accompanying Notes to Unaudited Condensed Consolidated Financial Statements
for further discussion.
In June 2006, the FASB ratified the consensus reached in Emerging Issues
Task Force ("EITF") Issue No. 06-2, "Accounting for Sabbatical Leave and Other
Similar Benefits Pursuant to FASB Statement No. 43" ("EITF 06-2"). EITF 06-2
clarifies recognition guidance on the accrual of employees' rights to
compensated absences under a sabbatical or other similar benefit arrangement.
The adoption of EITF 06-2 on June 1, 2007 did not have a material impact on
our consolidated financial position, results of operations or cash flows.
Recently Issued Accounting Standards
In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements" ("FAS 157"). FAS 157 defines fair value, establishes a
framework for measuring fair value in generally accepted accounting
principles, and expands disclosures about fair value measurements. The
provisions of FAS 157 are effective for our fiscal year beginning June 1,
2008. We are currently evaluating the impact of the provisions of FAS 157.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities including an Amendment of
FASB Statement No. 115" ("FAS 159"). FAS 159 permits entities to choose to
measure many financial instruments and certain other items at fair value.
The provisions of FAS 159 are effective for the fiscal year beginning June
1, 2008. We are currently evaluating the impact of the provisions of FAS
159.
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in
the United States of America. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts
of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities.
We believe that the estimates, assumptions and judgments involved in
the accounting policies described in the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" section of our
most recent Annual Report on Form 10-K have the greatest potential impact on
our financial statements, so we consider these to be our critical accounting
policies. With the adoption of FIN 48 at the beginning of the first quarter
of fiscal 2008, we have added additional information to our "Taxes" Critical
Accounting Policy as described below. Actual results could differ from the
estimates we use in applying our critical accounting policies. We are not
currently aware of any reasonably likely events or circumstances that would
result in materially different amounts being reported.
Taxes
We account for uncertain tax positions in accordance with FIN 48. On a
quarterly basis, we reevaluate the probability that a tax position will be
effectively sustained and the appropriateness of the amount recognized
for uncertain tax positions based on factors including changes in facts or
circumstances, changes in tax law, settled audit issues and new audit
activity. Changes in our assessment may result in the recognition of a tax
benefit or an additional charge to the tax provision in the period our
assessment changes. The Company recognizes interest and penalties related to
income tax matters in income tax expense.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes from the information previously
reported under Item 7A of our Annual Report on Form 10-K for the fiscal year
ended May 31, 2007.
Item 4. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in our Exchange Act reports
is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms and that
such information is accumulated and communicated to our management, including
our Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow for timely decisions regarding required disclosure. In designing and
evaluating the disclosure controls and procedures, management recognizes that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management is required to apply its judgment in evaluating the cost-
benefit relationship of possible controls and procedures.
We carry out a variety of on-going procedures under the supervision and
with the participation of our management, including our Chief Executive
Officer and Chief Financial Officer, to evaluate the effectiveness of the
design and operation of our disclosure controls and procedures. Based on the
foregoing, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective at the reasonable
assurance level as of August 31, 2007.
There has been no change in our internal controls over financial
reporting during our most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, our internal controls over
financial reporting.
Special Note Regarding Forward-Looking Statements
and Analyst Reports
Certain written and oral statements, other than purely historical
information including estimates, projections, statements relating to NIKE's
business plans, objectives and expected operating results, and the assumptions
upon which those statements are based, made or incorporated by reference from
time to time by NIKE or its representatives in this report, other reports,
filings with the Securities and Exchange Commission, press releases,
conferences, or otherwise, are "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995 and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements
include, without limitation, any statement that may predict, forecast,
indicate, or imply future results, performance, or achievements, and may
contain the words "believe," "anticipate," "expect," "estimate," "project,"
"will be," "will continue," "will likely result," or words or phrases of
similar meaning. Forward-looking statements involve risks and uncertainties
which may cause actual results to differ materially from the forward-looking
statements. The risks and uncertainties are detailed from time to time in
reports filed by NIKE with the Securities and Exchange Commission, including
Forms 8-K, 10-Q, and 10-K, and include, among others, the following:
international, national and local general economic and market conditions; the
size and growth of the overall athletic footwear, apparel, and equipment
markets; intense competition among designers, marketers, distributors and
sellers of athletic footwear, apparel, and equipment for consumers and
endorsers; demographic changes; changes in consumer preferences; popularity of
particular designs, categories of products, and sports; seasonal and
geographic demand for NIKE products; difficulties in anticipating or
forecasting changes in consumer preferences, consumer demand for NIKE
products, and the various market factors described above; difficulties in
implementing, operating, and maintaining NIKE's increasingly complex
information systems and controls, including, without limitation, the systems
related to demand and supply planning, and inventory control; fluctuations and
difficulty in forecasting operating results, including, without limitation,
the fact that advance "futures" orders may not be indicative of future
revenues due to changes in shipment timing, and the changing mix of futures
and at-once orders; the ability of NIKE to sustain, manage or forecast its
growth and inventories; the size, timing and mix of purchases of NIKE's
products; new product development and introduction; the ability to secure and
protect trademarks, patents, and other intellectual property performance and
reliability of products; customer service; adverse publicity; the loss of
significant customers or suppliers; dependence on distributors; business
disruptions; increased costs of freight and transportation to meet delivery
deadlines; changes in business strategy or development plans; general risks
associated with doing business outside the United States, including, without
limitation, exchange rate fluctuations, import duties, tariffs, quotas and
political and economic instability; changes in government regulations;
liability and other claims asserted against NIKE; the ability to attract and
retain qualified personnel; and other factors referenced or incorporated by
reference in this report and other reports.
The risks included here are not exhaustive. Other sections of this report
may include additional factors which could adversely affect NIKE's business
and financial performance. Moreover, NIKE operates in a very competitive and
rapidly changing environment. New risk factors emerge from time to time and it
is not possible for management to predict all such risk factors, nor can it
assess the impact of all such risk factors on NIKE's business or the extent to
which any factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking statements.
Given these risks and uncertainties, investors should not place undue reliance
on forward-looking statements as a prediction of actual results.
Investors should also be aware that while NIKE does, from time to time,
communicate with securities analysts, it is against NIKE's policy to disclose
to them any material non-public information or other confidential commercial
information. Accordingly, shareholders should not assume that NIKE agrees with
any statement or report issued by any analyst irrespective of the content of
the statement or report. Furthermore, NIKE has a policy against issuing or
confirming financial forecasts or projections issued by others. Thus, to the
extent that reports issued by securities analysts contain any projections,
forecasts or opinions, such reports are not the responsibility of NIKE.
Part II - Other Information
Item 1. Legal Proceedings
There have been no significant developments with respect to the
information previously reported under Part I, Item 3 of our Annual Report on
Form 10-K for the fiscal year ended May 31, 2007.
Item 1A. Risk Factors
There have been no material changes in our risk factors from those
disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal
year ended May 31, 2007.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table presents a summary of share repurchases made by NIKE
during the quarter ended August 31, 2007.
Total Number of Maximum Dollar Value
Shares Purchased as of Shares that May
Total Number Average Part of Publicly Yet Be Purchased
Of Shares Price Paid Announced Plans Under the Plans
Period Purchased Per Share or Programs or Programs
______ ____________ __________ ___________________ ____________________
(in millions)
June 1 - 30, 2007 2,031,901 $ 54.55 2,031,901 $2,076.5
July 1 - 31, 2007 1,620,600 $ 58.47 1,620,600 $1,981.7
August 1 - 31, 2007 2,104,600 $ 55.06 2,104,600 $1,865.8
_________ _______ _________
Total 5,757,101 $ 55.84 5,757,101
========= ======= =========
Item 6. Exhibits
(a) EXHIBITS:
3.1 Restated Articles of Incorporation, as amended (incorporated
by reference to Exhibit 3.1 to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended August 31, 2005).
3.2 Third Restated Bylaws, as amended (incorporated by reference
from Exhibit 3.2 to the Company's Current Report on Form 8-K
filed February 16, 2007).
4.1 Restated Articles of Incorporation, as amended (see Exhibit
3.1).
4.2 Third Restated Bylaws, as amended (see Exhibit 3.2).
31.1 Rule 13(a)-14(a) Certification of Chief Executive Officer.
31.2 Rule 13(a)-14(a) Certification of Chief Financial Officer.
32.1 Section 1350 Certificate of Chief Executive Officer.
32.2 Section 1350 Certificate of Chief Financial Officer.
_______________________
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
NIKE, Inc.
an Oregon Corporation
/s/Donald W. Blair
________________________
Donald W. Blair
Chief Financial Officer
DATED: October 3, 2007